TRADEMARK LICENSE AGREEMENT

Exhibit 10.9

TRADEMARK LICENSE AGREEMENT

     THIS AGREEMENT (hereinafter “Agreement”) is effective as of November 27, 2002 (hereinafter “Effective Date”) by and between:

     Tyler Trafficante Inc., a corporation organized and existing under the laws of the State of California, located at 2001 Saturn Street, Monterey Park, California 91755(hereinafter ^" LICENSOR”), and The Fashion House, Inc., a corporation organized and existing under the laws of the State of Delaware, located at 489 South Robertson Boulevard, Suite 205, Beverly Hills, California 90212 (hereinafter “LICENSEE”).

     WHEREAS, LICENSOR is the owner of the trademark “Richard Tyler”, and certain simulations and variations thereof as set forth on Schedule I annexed hereto and incorporated herein by reference (hereinafter referred to collectively as the “Marks”);

     WHEREAS, LICENSEE desires to obtain a license from LICENSOR to use the Marks on the Licensed Products (as hereinafter defined) in the Territory (as hereinafter defined);

     WHEREAS, LICENSEE acknowledges that the Marks and associated goodwill are of great significance and value to LICENSOR and that strict adherence to the quality control standards provided in this Agreement is essential to the maintenance of the significance and value of the Marks and associated goodwill; and

     WHEREAS, LICENSEE pledges its active cooperation in and support of LICENSOR’S marketing programs, the spirit and intent of which are to maintain and enhance the value and significance of the Marks throughout the world.

     NOW, THEREFORE, in consideration of their mutual covenants, undertakings and promises contained herein, and other good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties agree as follows:

1. DEFINITIONS

In this Agreement, the following terms shall have the meanings set forth below:

     1.1 “Competitor” shall mean those trademarks, trade names or other identifying words or symbols of any third party clothing designer which are used on products which are similar to the Licensed Products in category, image, quality and price points, and which are sold through distribution channels of the same like and kind as the Licensed Products.

     1.2 “Inventory” shall be any and all remaining (i.e. on hand or in stock) Licensed Products and tangible items bearing the Marks, including but not limited to, raw material, work in process, labels, tags, etc.

     1.3 “Licensed Product(s)” shall be women’s shoes and boots, including fashion sports shoes but expressly not including athletic shoes.

     1.4 “Net Sales” shall mean the gross dollar amount of all sales by LICENSEE of the Licensed Products (hereinafter “Gross Sales” ) less the following items insofar as they are separately stated but included in the amounts invoiced to customers: usual trade discounts actually taken, returns and allowances. No costs incurred in the manufacture, sale, distribution, advertisement, or promotion of the Licensed Products shall be deducted from Gross Sales or from any Royalty (defined below) payable to LICENSOR, except as otherwise expressly set forth herein. Local, State or Federal taxes of any nature whatsoever including, without limitation, tariffs, sales tax, use taxes, value added and inventory taxes, shall not be included in Gross Sales, or deducted from Gross Sales for purposes of computing Net Sales. Net Sales shall include the sale of Secondary Goods (as defined below), but shall not include the sale of samples to LICENSEE’S Licensed Product sales force.

     Except as otherwise expressly set forth herein, any sales or transfers of Licensed Products made by LICENSEE to any person or entity that does not deal at arm’s length with LICENSEE shall be computed, for the purpose of determining Net Sales, at an amount equal to the price at which LICENSEE would have invoiced or charged purchasers who deal at arm’s length with LICENSEE and all Royalties shall be paid to LICENSOR thereon.

     1.5 “Notice Address” shall be the addresses set forth for the parties at the beginning of this Agreement, or such other addresses as a party may hereafter designate to the other party in writing from time to time. At no time shall LICENSEE have a notice address outside of the United States.

     1.6 “Territory” shall be Worldwide. Licensee will have 24 months from the effective date of this License Agreement to exploit the Japanese market or Licensor shall have the right to assign another Licensee for Japan.

     1.7 “Use” (or “Used,” “Uses” or “Using”) shall mean (1) the placement of the Marks on the Licensed Products; and (2) the use of the Marks in the broadest sense of publication, that is any visual and aural form which to the average person would indicate that the Licensed Products are associated with the Marks, including, but not limited to, print media, labels, tags, point of sale and showroom displays, signage, packaging, stationery, business cards and forms, and electronic media now known or hereafter devised, and the form and content of the subject matter associated with all the aforementioned; and (3) all other uses of the Marks approved by

LICENSOR in writing prior to the use.

     1.8 “Material Term” shall include any numbered provision within the paragraphs headed “Minimums and Payment,” “Reporting, Accounting and Auditing,” and “Quality Standards,” a breach of any of which shall be deemed “material.”

     1.9 “Advertising” shall include expenditures made in connection with the public promotion, through standard media, of the Licensed Product for sale and distribution, and shall not include coop advertising and sales promotions. “Advertising” shall not include any expense incurred in connection with the preparation and/or construction or dismantling of a booth at any trade show, or entertainment expenses.

     1.10 “Close-Out Sales” shall mean Sales of Licensed Merchandise for less than 50% of its regular wholesale price made to the following approved retailers: Marshall’s, T.J.Maxx, Loehman’s, Ross Stores, Syms, Daffy’s, Century 21, Filene’s Basement, and Luggage Factory Outlet, as well as to such other discount retailers as LICENSOR shall hereafter approve in its sole discretion in writing.

     1.11 “Season” shall mean any of four seasons. Such seasons are: February (Fall), June(Resort), August (Spring), December (Prefall).

2. TERM

     2.1 TERM: Subject to the provisions of Article 1 I (Termination) herein, this Agreement shall continue in force for Five (5)years from the Effective Date . LICENSEE shall have the option to extend the term of this Agreement for an additional period of Two (2) years provided: (i) LICENSEE is in full compliance with all the terms and conditions of this Agreement immediately prior to the exercise of the option to renew, and (ii) LICENSEE gives LICENSOR notice of its desire to renew at least six (6) months prior to the end of the Initial Term, Unless otherwise agreed to by written amendment, the Option Term, if any, shall be upon the same terms and conditions as provided for in this Agreement, excepting there shall be no further extension of the Initial Term without mutual agreement of the parties. Should LICENSOR at any time exercise its right under this Agreement to terminate the rights of LICENSEE, all options to extend the term shall likewise be terminated.

     2.2 LICENSED TERM, YEAR, AND QUARTER DEFINED: The Initial Term, Option Term, if any, and the Winding-Up Period (defined below), if any, shall collectively be referred to as the “Licensed Term” or “Term.” The quarters of the Term shall be every three (3) month period.

3. GRANT OF LICENSE

     3.1 LICENSE: Subject to the provisions of this Agreement,

LICENSOR grants to LICENSEE, and LICENSEE accepts, an exclusive, nontransferable license to Use the Marks in the Territory only as specifically provided for in this Agreement including, but not limited to, the right to produce, sell and distribute the Licensed Products (hereinafter “License”).

     3.2 BEST EFFORTS: During the Licensed Term, LICENSEE shall use its best efforts to exploit the License granted herein throughout the Territory, including, but not limited to, offering for sale Licensed Products so that they may be sold to the consumer on a timely basis; coordinating the characteristics and marketing of its Licensed Products with the products of LICENSOR’S other licensees; cooperating with LICENSOR and its licensees’ marketing and sales programs; and offering a collection of the Licensed Products for sale in the Territory at all times for each and every season

     3.3 ADDITIONAL RIGHTS TO LICENSE:

     (A) LICENSEE acknowledges that LICENSOR has previously licensed the use or Use of the Marks in connection with products other than the Licensed Products to third parties and that LICENSOR shall grant additional licenses in the future for territories or products that are not presently licensed and that are not within the scope of this License.

     (B) For the purpose of this Section 3.3(B), when the term “LICENSEES” or “Licensees” is used, it is intended that said terms mean the whole or part of the whole group of all of LICENSOR’S licensees, which includes LICENSEE. LICENSEE hereby acknowledges that, due to the nature of the industry, precise definition of the scope of goods covered as Licensed Product is sometimes not possible. LICENSEE therefore agrees to accept at all times the sole judgment of LICENSOR with respect to whether a particular style, design or product is a Licensed Product within the scope of the License. LICENSEE agrees that it will not market, either directly or indirectly, any style, design or product which LICENSOR, in its sole discretion, determines is not a Licensed Product within the scope of the License. LICENSEE further agrees that in the event of a dispute between any of the Licensees arising out of or based upon a claim that a product being manufactured or sold as a Licensed Product by one “Licensee” infringes upon the license granted by LICENSOR to another “Licensee,” regardless of the legal grounds upon which the cause of action or claim is based, LICENSOR shall reasonably and consistent with the terms and spirit of this License investigate the claim and LICENSEE shall cooperate in all respects with said investigation. LICENSOR shall then submit to any affected Licensee a written determination, which may include a procedure for mitigating any losses that might occur. Said determination and procedure shall be conclusive as to all parties including LICENSEE, and all shall be bound thereby without legal recourse.

OPTION: In the event Licensor decides to License Men’s footwear Licensor shall advise Licensee in writing of pending negotiations with a third party. Licensee shall come up with an acceptable proposal. If an agreement cannot be reached within 30 days, Licensor

shall have the right to enter into License for men’s shoes with a 3rd party.

4. MINIMUMS AND PAYMENT

     4.1 MINIMUM SALES VOLUMES: If LICENSEE’S Net Sales in the Territory do not reach the following dollar volume levels for each Year of the Licensed Term (hereinafter “Minimum Sales Volumes”), then LICENSOR shall have the right, but not the obligation, to terminate this Agreement:

The Minimum Sales Volume shall be the greater of those figures established below or 75% of the average of the actual sales for the preceding two years.

     Notwithstanding the preceding, LICENSEE may avoid termination of this Agreement for failure to meet the Minimum Sales Volumes in a given Year by paying the GMTR due for that Year as defined below in Sections 4.2 and 4.3.

     4.2 TRADEMARK ROYALTY:

     (A) As a royalty, LICENSEE shall pay to LICENSOR a sum equal to seven percent (7%) of Net Sales of the Licensed Products, except, as set forth in Paragraph 4.4 hereinbelow, the Trademark Royalty on Close-out goods shall be three percent (3%) (hereinafter “Trademark Royalty”) on a quarterly basis no later than the twentieth (20th) day of the month immediately following the quarter in which said Net Sales are made.

     (B) GUARANTEED MINIMUM TRADEMARK ROYALTY: Whether or not LICENSEE achieves the required Minimum Sales Volumes, LICENSEE shall pay to LICENSOR (as set forth in 4.2(C) below) the greater of either the Trademark Royalty or the Guaranteed Minimum Trademark Royalty (hereinafter “GMTR”) as follows:

The Minimum Trademark Royalty shall be the greater of those figures established below or 75% of the average of the actual royalty for the preceding two years.

     (C) Subject to the provisions of paragraph 4.5 below, the GMTR shall be paid in two equal payments for each year (on January 1st and June 1st), with the exception of Year One where one payment of $17,500 shall be made on February 2, 2003, and a second payment of $17,500 shall be paid on June 1, 2003.

     (D) All royalty payments (whether Trademark Royalty. Advertising Payment, or GMTR, herein collectively referred to as “Royalty” or “Royalties”) shall be sent to Licensor via overnight courier together with the Quarterly Report, defined hereinbelow, and shall be paid automatically by LICENSEE without billing therefore by LICENSOR.

     (E) LICENSOR shall have the right to purchase such styles and quantities of Licensed Product for its wholly owned retail stores as it desires. LICENSOR’S cost for all such purchases shall be discounted Twenty Percent (20%) from LICENSEE’S regular wholesale prices. No royalty shall be due to LICENSOR on such sales. Such sales do not count toward minimum sales volume. Notwithstanding anything to the contrary contained herein, LICENSOR shall have no obligation to purchase or sell any Licensed Product.

     4.3 ADVERTISING EXPENDITURE: LICENSEE must spend, at a minimum, three percent (3%) of Net Sales on advertising and/or public relations related to the Licensed Products (“Advertising Funds”). LICENSEE shall arrange for at least one print advertisement for the Licensed Products in a prestigious magazine with national distribution such as Glamour, Cosmopolitan, Elle, WWD, or Mademoiselle annually during the Term. For the first year of the Term, LICENSEE shall spend at least Fifteen Thousand ($15,000) Dollars as Advertising Funds. All Advertising Funds shall be in addition to all other payments due LICENSOR hereunder. LICENSOR shall have the right to approve all copy, layout and artwork of all advertisements placed by LICENSEE for the Licensed Products. LICENSEE shall forward copies to LICENSOR sufficiently in advance of the date of use for LICENSOR to review. In no event will any advertising or promotional piece for the Licensed Products be disseminated or utilized by LICENSEE without LICENSOR’ S advance written approval. Any earned advertising percentage not spent during the year shall be paid directly to Licensor.

     4.4 CLOSE-OUT SALES (Royalty): The reduced Trademark Royalty on Close-Outs shall be three percent (3%). Licensee is only entitled to these reduced royalty rates on a maximum of twenty percent (20%) of Gross Sales per Year of the Licensed Term. On sales of Close-Outs in excess of this twenty percent (20%) limit, LICENSEE, shall pay the standard Trademark Royalty percentages as set forth in Section 4.2 above.

     Each quarter LICENSEE shall provide LICENSOR with an accounting of the sales of Close-Outs on the Quarterly Report for said quarter. If any such accounting reveals that LICENSEE has paid the reduced royalty on more than twenty percent (20%) of Gross Sales from the beginning of that Year through the end of the relevant quarter, LICENSEE shall immediately pay to LICENSOR the amount of the calculated underpayment of Royalty. Should any such payment result (as of the end of any Year) in an overpayment of Royalty by LICENSEE, LICENSOR shall credit the overpayment to LICENSEE against the next Royalty payment due.

     4.5 ADVANCE TRADEMARK ROYALTY: In addition to all other payments required hereunder, LICENSEE, shall pay to LICENSOR, an advance Trademark Royalty (hereinafter “Advance Trademark Royalty”). This Advance Trademark Royalty shall be credited against the GMTR due for the year of the Initial Tenn. The balance of the GMTR shall be paid in accordance with the provisions of paragraph 4.2(c) above.

5. REPORTING, ACCOUNTING AND AUDITING

     5.1 QUARTERLY REPORTS: No later than the twentieth (20th) day of the month immediately following each quarter of the Licensed Term, LICENSEE shall submit to LICENSOR a written report on a form provided by LICENSOR (see Exhibit A) from time to time which shall include a written statement of LICENSEE’S inventory and Net Sales during such quarterly period showing the number and type of Net Sales of each Licensed Product, a calculation of the Royalty due based thereon, and all other information requested by LICENSOR in this Agreement or Exhibit A (hereinafter “Quarterly Report”). Each Quarterly Report shall be accompanied by the remittance to LICENSOR of the Royalties shown to be due on the report, shall be sent via overnight courier, and shall be certified as correct by the Chief Executive Officer or Chief Financial Officer of LICENSEE or such other officers or employees of LICENSEE as shall be designated by LICENSOR. In the event of an inquiry by LICENSOR regarding any such report, LICENSEE shall comply promptly with LICENSOR’S reasonable request for information in the manner requested. Within twenty (20) days after any expiration or termination of this Agreement, LICENSEE shall provide LICENSOR a Quarterly Report for the last whole or partial quarterly period during the Term, and LICENSEE shall continue to submit such reports and all Royalty payment obligations to LICENSOR within twenty (20) days following each thirty (30) day period during the Winding Up Period, if any.

     5.2 LATE PAYMENTS: It is specifically understood by LICENSEE that, with respect to royalty payments and accounting statements, time is of the essence and any payment due pursuant to this Agreement (including, but not limited to all Royalties, trade show bills, and other bills for expenses or services agreed upon by LICENSEE, etc.), that is late shall bear interest from seven (7) days after the date that notice of payment default is received from LICENSOR, unless the same is cured within the seven (7) day period, until remittance thereof to LICENSOR at the prime rate of interest established by EAB — European American Bank of New York, New York, from time to time during said period, plus two percent (2%) per annum or the highest rate allowed by law, which is greater. The operation of this clause is without prejudice to any other right or remedy LICENSOR may have pursuant to the terms of this Agreement or the law. LICENSEE shall not set off any amounts against any payment of its Royalties or bills due LICENSOR unless agreed in writing by LICENSOR prior thereto.

     5.3 PAYMENT DEFAULT: The acceptance of late payments hereunder, or the acceptance of payment without a Quarterly Report or with an incomplete or incorrect Quarterly Report, or any restrictive endorsement (1) shall not constitute a waiver of timely payments, (2) shall not cure any default which might exist, and (3) shall be without prejudice to any of the rights or remedies LICENSOR may have hereunder.

     In the event that a default is declared and the rights of LICENSEE under this Agreement are terminated, all payments required hereunder, including, but not limited to, Trademark Royalty and Advertising Payments on past sales, and all GMIR for the Licensed Term, unpaid bills, etc., shall be immediately due and payable to LICENSOR, in full, plus any interest due thereon at the rate prescribed in 5.2 above.

     5.4 PROPER BOOKS AND RECORDS: LICENSEE shall maintain separate and appropriate books of account or computer records relating to the Licensed Products, in accordance with generally accepted accounting principles (including, without limitation, a sales journal, sales return journal, cash receipt book, general ledger, and to the extent reasonably available, purchase orders, cutting tickets, and Inventory records) and shall make accurate entries concerning all transactions relevant to this Agreement. The Licensed Products shall be assigned unique style numbers which shall be identical to the style numbers utilized to identify each respective Licensed Product in all Licensee’s books and records and computer records, and on all sales invoices and related documents. LICENSEE’S books and records shall at all times during the Licensed Term and for three years (3) thereafter (or in the event of a dispute between the parties hereto, until three (3) years after said dispute is resolved, whichever is later) be kept at LICENSEE’S Notice Address. LICENSEE shall not change the address at which the books and records are

kept without prior written notice to LICENSOR.

     5.5 ANNUAL FINANCIAL STATEMENTS: No later than one hundred and twenty (120) days after each December 31st during the Term, LICENSEE shall furnish LICENSOR with its audited annual financial statements (if they are prepared in its ordinary course of business) prepared in accordance with generally accepted accounting principles consistently applied. In the event an audited statement is not prepared by LICENSEE, LICENSEE shall furnish LICENSOR within ninety (90) days after LICENSEE’S fiscal year end with its unaudited financial statements, reviewed by an independent certified public accountant and certified to be correct by the Chief Executive Officer and Chief Financial Officer of LICENSEE or by such other officers or employees of LICENSEE as LICENSOR shall designate.

     5.6 RIGHT TO AUDIT: Upon not less than ten (10) day’s notice to LICENSEE, LICENSOR, at its expense, shall have the right during the Licensed Term and for three (3) years thereafter at any time during regular business hours, not more frequently than one time annually,. to have a qualified accountant selected by LICENSOR audit the records of LICENSEE to the extent necessary to verify LICENSEE’S statements and payments of Royalties, including the right to examine, photocopy and make extracts from such records. Such records shall be made available to LICENSOR’S accountant at LICENSEE’S Notice Address stated above. LICENSEE shall cooperate with and assist LICENSOR’S accountant for the purpose of facilitating such audit. The provisions of this paragraph shall survive the termination or expiration of this Agreement.

     If, as a result of such audit, LICENSOR’S accountant determines that the amount of Royalties due was greater than the amount reported by LICENSEE in any Quarterly Report furnished pursuant to Section 5. 1, LICENSOR shall promptly furnish to LICENSEE a copy of the report of its accountant setting forth the amount of the deficiency showing, in reasonable detail, the basis upon which such deficiency was determined. LICENSEE shall promptly remit to LICENSOR a sum equal to such deficiency, together with interest thereon at the rate prescribed in Section 5.2 from the date such Royalty was due until the date of such remittance. In addition, if the audit reveals underpayment by more than three percent (3%) of the Royalties in any quarterly period, LICENSEE shall pay to LICENSOR the cost of such audit.

     If, as a result of such audit, LICENSOR’S accountant determines that the amount of Royalties paid was greater than the amount actually due, such overpayment will be promptly refunded to LICENSEE.

     5.7 PAYMENT CURRENCY: All calculations and payments required under this Agreement shall be in United States Dollars.

6. QUALITY STANDARDS

     6.1 QUALITY STANDARDS: LICENSEE acknowledges that the continued maintenance of the great significance and value of the Marks and their associated goodwill, the continued maintenance of LICENSOR’S quality standards, and the merchandising and coordination of the products associated with the Marks are all essential elements of the License granted herein. LICENSEE agrees that the nature and quality of all Uses of the Marks by LICENSEE shall conform to standards set by, and be under the control of, LICENSOR. All Uses, and any later permitted use as set forth in Section 1.7 above, shall require the prior written consent of LICENSOR. (See Approval Procedure Section 6.2 below).

     The Marks shall be used only in the form set forth in Schedule 1. Upon written notice, LICENSOR may change, at its sole discretion, such approved form of the Marks. LICENSEE shall comply with said change as soon as all remaining Inventory and any Inventory contracted for prior to such notice are Used in connection with the Licensed Products, but in no event shall they be Used beyond six (6) months from the date of notice. This Agreement shall automatically apply to such later developed trademarks which, at the sole option of LICENSOR, are specifically instructed for a Use by LICENSEE. The term “Mark” as used in this Agreement is intended to include all such later developed trademarks which LICENSEE has been instructed to Use under the terms of this Section. The “Showing” shoes shall be provided free of charge to Licensor four (4) times per year as follows: February(Fall) and August (Spring) not exceeding(80) pairs for each collection; June (Resort) and December (Prefall) not exceeding (30) pairs for each collection. Shoe sizes shall be between 7 1/2 to 11 to fit models.

     6.2 APPROVAL PROCEDURE: Before offering for sale any product LICENSEE intends to offer as a Licensed Product, and before committing to a Use of the Marks, LICENSEE shall obtain LICENSOR’S prior written approval of such product and/or Use. The Licensed Product and Marks Use approval process is critical to the License granted herein, and must be strictly adhered to at all times by LICENSEE. Once LICENSOR has approved any Licensed Product or Use, the approval shall remain in effect unless LICENSOR notifies LICENSEE to the contrary in writing. LICENSOR shall notify LICENSEE of its approval or disapproval within five (5) business days after its receipt of a product.

     6.3 MAINTENANCE OF AND CONTINUED QUALITY CONTROL:

     (A) LICENSEE agrees to cooperate with LICENSOR in facilitating LICENSOR’S control of the nature and quality of the Licensed Products, to permit reasonable, periodic inspection of LICENSEE’S operations, at reasonable times and with reasonable notice, and to supply LICENSOR with specimens of all Uses of the Marks as set forth in this Agreement, and upon request of LICENSOR. LICENSEE shall provide LICENSOR, when and if requested for the purpose of quality control or for investigating an issue involving the Marks, with the name, address, telephone number and name of principals of any plants, factories or other manufacturing facilities of any third party (hereinafter “Third Party Facility”), and any symbol or number a Third Party Facility may use or be required to use to identify itself as a source of goods. In the event the Licensed Products or components thereof are manufactured or displayed other than by LICENSEE, LICENSEE shall at all times obtain compliance with this Article 6.

     (B) In Order for LICENSOR to determine and assure itself that LICENSEE is maintaining the quality control standards set forth by LICENSOR by manufacturing the Licensed Products in accordance with the samples approved by LICENSOR as per the approval procedure set forth in 6.2 above, within ten (10) business days after the commencement of each Licensed Product’s first production run, LICENSEE shall deliver to LICENSOR not less than one (1) pair of each first production run of Licensed Product without charge. LICENSEE shall also deliver to LICENSOR, promptly upon LICENSOR’S request from time to time, but not more than four (4) times per year, a reasonable amount of specific Licensed Products without charge for quality control checking. If at any time, LICENSOR reasonably determines, in its so